He Who Fears the Wolf
by Foxtrot Agent 21
Summary: The Wolf is made to be a predator. The Wolf kills until it dies. The Wolf hunted team RWBY until only Little Red was left. The Wolf never leaves until it has taken the last lamb. He who fears the Wolf should not go to the forest. [This story is a RWBY twist on the classic Red Riding Hood story. The first part of the story is mostly action, though it will expand later on. R&R]
1. Chapter 1

He Who Fears the Wolf #1

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Professor Ozpin walked quickly and purposefully through the civilian hospital at the edges of Vale, flashing his identification to the nurse who tried to stop him from going to the ER. He had been here often enough, whether as a visitor or patient, so he knew the layout of the hospital almost as well as the staff. Doctors and nursing staff ran from place to place, seeming to always have something to do. Patients were stuck in rooms with various medical equipment stuck inside of them, but there was only one there who interested him at the moment.

Yang Xiao Long was hooked up to half a dozen different devices, all helping to keep her alive. She was in bad shape to say the least, looking like on big bruise. From what Ozpin had heard the young woman had multiple broken bones and lacerations running across her arms, which surprised the headmaster of Beacon. He knew well of the brawler's strength and regenerative capabilities; whatever did this to her must have been enormous, and very dangerous.

The blonde's half-sister, a girl he saw much promise in, was staring despondently at her broken sister, her eyes red and puffy from crying. Ozpin wondered how long Ruby had watched her sister in this crippled state, and then decided he didn't want to know. Instead he put his hand on the Ruby's shoulder, causing the poor girl to start and look up in panic, before calming down once she realized it was just Ozpin. "Hello, professor," Ruby greeted in a subdued voice, turning her eyes back to her sister.

"Hello Ruby. How is she doing?" Ozpin asked, though he already knew most of it.

"The doctors say if she survives the night she should recover normally," the girl's dead voice tore at Ozpin, but he carefully kept it from showing. "Her right arm is shattered and there's a high chance it won't set right, one of her ribs penetrated her left lung, and it's a safe bet that she has a major concussion. There's other stuff too, but that's the major stuff."

Silence engulfed the two as another tear fell down Ruby's cheek, both of them watching the unconscious brawler. Finally, Ozpin turned to look at the younger sister. "Do you know how this happened to her?" He asked gingerly, trying not to seem insensitive.

"Weiss thinks she got overrun by a pack of Grimm," Ruby replied in the same dead tone, though this time Ozpin thought he heard something a little different about it.

"But you think otherwise?"

Ruby was silent for a long moment, before she turned her tearful silver eyes to the headmaster. "I think it was a Beowolf."

His eyes widened substantially at this. "You think a single Beowolf did this to her? Why?"

"It wasn't a normal Grimm," the girl said with such certainty that Ozpin found himself believing her, despite her ludicrous claim. "It looked like a normal Beowolf, but it didn't act right."

"How so?"

"We've been taught that young Grimm attack with reckless abandon, without any sense of self-preservation, right?" Ozpin nodded, "This one looked young, but it didn't attack us when we arrived to help Yang. It ran."

"So maybe this one's a little older than it looks, but what makes you think it was any different from any other Beowolf?" He asked before sipping his coffee.

"Because it was smart," Ruby turned her eyes back to her sister, "We got to see the end of the fight, when Yang... when Yang got hurt. It didn't move like a normal Grimm. You've seen how Grimm fight. They're like animals, no strategy or fancy moves. This one moved like a fighter; like a Hunter."

Not for the first time, silence reigned supreme in the room as Ozpin processed this information. From what Ruby had told him, a new strain of Beowolf had formed, one capable of defeating even a strong Huntress-in-training like Yang one on one. "Is there anything else you can remember about it, Ruby?" He gently prodded the young girl, sitting down so they were eye level. Even so, Ruby didn't look at him again. "Anything that could set it apart from other Grimm?"

"It didn't have any eyes."

"What?" He couldn't help but think it odd that that was something that had stood out for the girl. Grimm often had injuries; it came with their violent lifestyle.

"It didn't have eyes. I think Yang also managed to break its arm before... you know."

"Alright, thank you, Ruby," the headmaster of Beacon told her as he got up. "I'm going to put all our other teams on alert. I hope that Yang gets better."

As he left he passed Blake and Weiss, who were carrying three food trays. The two hardly looked in better shape than Ruby, though they didn't have the dead look in their eyes that Ruby had. He nodded greetings to them and they returned it, but that was as far as any contact went between them.

Ozpin decided to let the team grieve and immediately contacted their teachers and gave them a couple of weeks off. With what they had gone through, it was only understandable that they would need time to themselves. Meanwhile, this Grimm needed to be hunted down, and Ozpin felt rage enter into his normally cool heart at the thought of being able to kill the monster that had caused his students so much pain.

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As Ozpin left the hospital and headed towards the airship dock, he was unaware of a pair of eyes watching him from inside the hospital. The owner of the eyes glared at the professor before looking hatefully down at his broken arm. "Soon, Ozpin, I'll have the pleasure of watching your precious world fall around your ears. And I'll start with your pathetic students."

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Cinder was having a wonderful day so far. She had woken up feeling refreshed and ready to go, which was rare for her these days. Plotting to overthrow entire kingdoms puts a lot more strain on a person than she'd expected. Still, things had gone smoothly this past week, and she was certainly enjoying it. Roman had managed to collect yet another Dust shipment without troublesome Huntresses interfering, the next phase of her main plan was almost ready for implementation, and her pet side project had finally produced a reliable and awe-inspiring result. It felt as though nothing could go wrong today.

"Ma'am! We've got a problem!" Which of course meant something _had_ to go wrong today. Cinder turned to glare at the White Fang lackey, hating the minion for ruining her day.

"What is it?"

The fox Faunus gulped audibly, obviously hating being the bringer of bad news. "W-well, y-you remember when Subject Seven escaped a couple of months back?"

"Get to the point."

"R-right, yes ma'am. Well, it's rumored that Subject Seven has resurfaced," Cinder's eyes widened in surprise, before a slow smile spread across her face.

"And how did we find out about this?"

"Apparently, an abnormal Grimm nearly killed a Beacon student and then fled when her teammates appeared. As you know, Beowolves were always Seven's favorite Grimm, and it was just a single Beowolf who took down the student."

"Well, that's interesting," Cinder purred out, turning her back on the Faunus and looking at a large map of Vale. "It might just be an older Grimm, but in the case that it really is Seven, activate the Midnight contingency plan. Can't have the professor getting suspicious on us."

"Yes ma'am!" The young man all but ran out of the room, glad to be out of the scary woman's presence.

Said scary woman was currently grinning at the map of Vale, wondering just where Subject Seven was hiding right now. Taking out her scroll, Cinder spied upon Subject Thirteen in his cage. The man was curled up in a ball in a corner of the room, though whether he was crying or laughing she didn't know, nor did she care. She didn't need stability for her experiments; she only needed them to kill effectively, and intelligently.

Seven was valuable, being one of the only two out of thirty to survive Cinder's experiments, though he had a will of his own, unlike Thirteen.

"Still, I could still use you, Seven," Cinder thought aloud, "You're much too powerful to go to waste."

On the screen of Cinder's scroll, Subject Thirteen was no longer a human being. Instead a monster, well over eight feet tall, stood where the poor man had been only moments before. The monstrosity was unlike anything that had walked the face of Remnant before, and as it let out a shrill scream of pure rage, indignant at its imprisonment, Cinder felt shivers of excitement race up her spine.

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Yang finished off the last Ursa with a punch to the Grimm's face, blowing its head clean off of its shoulders. She grinned at the downed monster that had begun to evaporate already before looking around at where other Grimm used to lay, having long since disappeared. She could hear the sounds of combat from her other teammates spread throughout the red forest and began moving towards the closest fight she could hear. Somehow, likely as they'd all gotten too into the fight, they had all gotten severely separated from each other. Not that Yang was worried, of course; she trusted her teammates to hold their own against a couple dozen Beowolves and Ursa.

As Yang walked towards one of her teammates (likely Weiss by the amount of color flying everywhere) her instincts suddenly screamed at her and the fiery blonde rolled forward just in time to avoid a Beowolf that had leapt from the trees above. "Whew, that was a close one, am I right?" She grinned at the Grimm, who turned slowly to look at her.

It was only slightly bigger than a normal Beowolf, so Yang wasn't too concerned about it. It had some oddities, like its black eyes that stared at her intensely. The creature of Grimm made no move towards the Huntress-in-training, which made Yang wonder just how old this Beowolf was.

Shrugging as she came to the conclusion that it didn't matter, Yang grinned at the beast before sprinting towards it at full speed, hoping to catch it off guard. Instead, it surprised her. Just as she stopped and pivoted to bring her fist slamming into the monster's face, the Beowolf dodged only slightly to the left, before sending Yang flying back with a punch to the gut. As Yang gasped to regain her lost breath and felt her Semblance activating, what the Beowolf did next shocked her to her core. It talked.

"Your attack is sloppy; it has no technique behind it," its voice was deep and raspy, like something out her nightmares when she was eight. "You have strength, lots of it, but you have no control behind it. How can you possibly hope to beat anything other than dogs with such childish attempts?"

Yang, who had gotten over her shock, glared at the impossible being, her eyes going red with rage. "You think you're so smart don't you, you glorified Chihuahua? Well let me show you just what a Huntress can do!" She fired Ember Celica rapidly at the talking Grimm.

The Grimm did not like being fired upon. He charged Yang, dodging in between her blasts with a nimbleness that the blonde knew she could not copy. It covered the distance between them with a speed that even Ruby would've been surprised at, and swung a clawed arm down at the brawler. Yang leapt back just in time to avoid the deadly blow but the Beowolf pressed it's advantage, slamming it's shoulder into Yang while she was off balance. The blonde flew through the air, slamming into a tree as stars and rage fought for control of her vision.

"Oh yes, you have me awed by your tremendous skill, oh mighty Huntress," the Beowolf laughed derisively as it watched Yang get back up, before it's voice somehow became reproachful, "Come now, little girl, we both know you're nowhere near to being an Actual Huntress."

Rage won out as the Beowolf mocked her, but she waited, glaring murder at the monster. The Grimm walked slowly towards her until they were only two feet apart, its black eyes staring down at her. The entire forest seemed to hold its breath as the two faced off against each other, waiting for one of them to make a move. After what felt like a century of waiting, it was Yang who inevitably broke the false peace, punching the Beowolf in a hit that could not miss. Or so she thought.

As her punch sailed through the air towards the Beowolf, said Grimm twisted its body at an extreme angle as it grabbed the brawler's arm and pulled her behind the Beowolf. Yang felt the Beowolf kick her hard in the back while it had her once again off balance. The next thing she knew she was face first against a tree with her instincts screaming at her to move out of the fucking way! She spun to her right just in time to avoid having her head broken open by a savage and powerful punch from the Beowolf, the monster's arm instead lodging itself three inches into the black wood. Seeing her chance, Yang punched the Grimm right in its elbow, a triumphant grin appearing on her face as she heard the bone snap and the Beowolf howl in pain.

Her victory was short-lived, however, as the Beowolf did a spin of its own and backhanded the blonde brawler into yet another tree. This time she didn't have time to react as the Beowolf's foot slammed into her gut and sent her _through_ the tree. Even before she had stopped skidding across the leaf-strewn ground the Beowolf was once again upon her, kicking her up into the air before slamming her into the ground with its good arm. She felt herself being lifted up by her leg and then her eyesight faded away as the Beowolf began to slam her into the ground again and again. When she was next able to see, the Beowolf was stalking towards her, black eyes somehow blazing with fury. Yang felt a dulled sense of dread break through the haze covering her mind as she realizes the abnormal creature was about to kill her.

And then she woke up.

She awoke with a start, sweating heavily from her nightmare. She had never had a dream that bad before, but she was glad that that was all it had been. She tried to sit up, but an odd pain in her back stopped her from doing so. Instead, the blonde brawler looked at her surroundings and noticed one thing immediately: her sister was crying.

Ruby was staring with wide, tearful eyes at her for some reason, though Yang couldn't tell why until she tried to talk to her little sister. She became aware of a sharp pain in her chest as she drew in a breath that stopped her from talking for a few moments. In those seconds she took stock of her surroundings and had the horrible suspicion that maybe her nightmare wasn't just in her head. "Ruby," she managed to whisper, but even that small effort was excruciatingly painful, "what happened to me?"

And then the blonde once again lapsed into merciful unconsciousness.

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Well, what do you guys think? I'm just testing the waters here, so don't expect a massive amount of updates. I've always wanted to do a story with a wolf as the main bad guy, and I tried it out for a lot of other sections. I literally slapped myself for not thinking of RWBY first, but I still like this so far. Beowolves are the least powerful of the Grimm, but they were part two of why everyone got into RWBY, part one being Ruby herself. We were introduced to these seemingly ferocious monsters in the Red trailer along with Ruby and they both played their parts amazingly well, grabbing the attention of hundreds of thousands of people.

And yet, Beowolves turned out to be a major disappointment in the show. Honestly, I expected them to start shouting "Demon! Run!" every time they saw a Hunter or Huntress. Because Monty has made Beowolves into the Grunts of RWBY. Luckily, I got the fix right here, so I hope you all enjoyed seeing a Beowolf kick ass, as we all expected them to from watching Red.

Anyway, Cinder is going to take the back burner until part two of this; I just wanted to help establish some plot before I really got into the story. This is set before Volume 2, in a kinda AU, so enjoy and don't burn down my parade with flames. Please review, and I'll see you guys next time, whenever that may be.

Foxtrot Agent 21, signing out.


	2. Chapter 2

**Hello all, I'm back! I'd like to thank Kane, the only one to review so far. I'll be answering reviews in the beginning of each update, just to get them out of the way.**

**Now then, the Abnormal's eyes are literally black, because that looks pretty good on a Beowolf. Also, this story has not been influenced by any fan fictions. I was actually going to do something like this for a different show but saw a chance to write a story I've wanted to see for a long time for RWBY. The rest of your questions will be answered in this chapter, though Thirteen and Cinder are going to be taking the back burner. I'm saving them up for later. **

**Ok, I don't own RWBY, so let's get going.**

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The man scowled his way through the hospital, making most people avoid him. He wore the scrubs of a patient of the civilian hospital and the sling on his right arm made it clear why he was there. Despite his scowl, the man was actually in a pretty good mood; he just didn't like the fact that he was in the hospital. Truth be told he tried to avoid civilization altogether, finding the Grimm infested wilds to have a much simpler life.

The only reason that he was at the hospital was because he needed a quick healing of his arm, so he could go back to his pack. He had to admit, his last fight had been unplanned, but fun. He hadn't been hurt that badly in years, not since he fought a Death Stalker for the territory his pack now occupied.

His scowl broke to reveal a fierce grin, before he saw his last "sparring partner". Then the grin turned back into a scowl as he quickly made his way over to the blonde girl's hospital room. He was slightly surprised to see her still alive. She must be a lot tougher than she looked. Then again, she did shatter his right arm with a single punch, so maybe she went down so easily because she only managed to land a single hit.

What he wasn't surprised to see, however, was the girl in red who he had seen in the red forest. The one with the silver eyes. The one who wielded a scythe. Just like that damn Qrow.

The man looked left and right down the hallway, and was shocked to find it empty. This had to be a sign from Monty or something. His predatory grin resurfacing, he glared at the girl in red, and then he began to activate his Semblance.

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Ruby was torn up emotionally, staring at her once again unconscious sister. Her sister's words had been like shards of glass to Ruby's heart, reminding her of her failure as a leader. She had let her team get separated, took too long defeating her group of Grimm, wasted time regrouping with Blake and Weiss. Her other two teammates had tried to convince her otherwise, but it was no use. Apparently even they had gotten tired of her moping because they had left to go to the bathroom. Again. For the second time in half an hour.

Fresh tears streamed down her face and she made no effort to stop them. She didn't know it yet, but this would save her life.

As the newest set of tears came along she heard a loud tearing sound that drew even her depressed attention. She twisted around in her chair only slightly, but when she saw a Beowolf right outside Yang's hospital room she stifled a scream as she leapt up. The creature's left arm was up to kill Ruby, but something was making it hesitate. As she noticed the Beowolf's black eyes and limp right arm, however, all _her_ hesitation ran out of a twenty story window.

She activated her Semblance with a scream, slamming into the Beowolf with as much force as she possibly could. There was no room for the Beowolf to dodge, even if it had known just what she was capable of. The Beowolf crashed into the wall behind it as the small girl barreled into it and she could feel all the air in its lungs leave in a single breath. Ruby grinned triumphantly- until she felt herself being thrown away from the Beowolf by her hood.

She slid across the slick hospital floor as the Beowolf collapsed to its knees, clutching its chest in what the young Huntress could only assume was pain. They glared at each other, each preparing to charge at the other, when she suddenly heard guards shouting in the distance. Likely a nurse or doctor had seen or heard the Beowolf and had run to get help. With their help (and guns) this Beowolf wouldn't last long.

The Grimm seemed to come to the same conclusion and looked from Ruby to where the guards were coming from. It looked torn between survival and killing her, and let out a roar of frustration to emphasize the point. Then it ran into Yang's hospital room.

The Beowolf snatched up the borderline-comatose blonde from her bed and leapt out of the hospital window, much to Ruby's horror. She ran into the room just in time to see the Beowolf run across the street, heading for the border; heading for the forest.

Ruby felt her stomach drop at the thought of the Beowolf finishing what it had started and she immediately jumped out of the window to follow the monster and save her sister. Yang's room had been on the second floor and with Ruby's Aura protecting her, the red cloaked girl barely felt the drop to the street twenty feet below. She raced off in search of the Beowolf, not that it was hard to find. All she had to do was go in the opposite direction of the panicking crowd.

Soon enough (with a little help from her Semblance) she had caught up with the Beowolf who had abducted her sister. It was only a couple hundred feet from the wall separating the city and the forest. With a sharp battle scream Ruby activated her Semblance as powerful as it could get, covering the distance between her and Beowolf in less than a second and slamming into the Beowolf in a blow that shattered it's spine!

Well. That was the plan, anyway.

Instead, just as Ruby was about to deliver a hit that would have crippled the Grimm, it stopped and round kicked at the girl. The Beowolf's timing was perfect, its clawed foot crashing into the girl just as she came within range, sending the girl flying through the air and into the side of a nearby shop, knocking all feeling from her body and replacing it with pain.

As the last of her vision faded into darkness, Ruby watched the creature of Grimm climb up the wall into Forever Fall, taking Yang with it.

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When Ruby came to, it felt like an eternity later. The position of the blinding sun, however, told her it had been an hour at the most. There was a paramedic kneeling before her, with Weiss and Blake hovering over his shoulder. As soon as her teammates saw she was awake they pushed the paramedic away and began shooting off questions. Well, Weiss did, anyway. "What the heck happened to you, Ruby? Where's Yang? We heard that there was a Beowolf here in the city, did it take her? Was it the same Beowolf from Forever Fall? What-?"

"Stop!" Ruby shouted, cutting off the heiress' constant stream of questions. "The Beowolf from the forest took Yang and it caught me off guard. It's taken Yang with it back into the forest, and we have to stop it. Where's Crescent Rose?"

Blake and Weiss exchanged a worried glance before Blake spoke up in a soft voice, "Ruby, this thing took down both you and Yang one on one. Maybe we should let Professor Ozpin or some other Hunters take care of it."

Even before Blake had finished Ruby was shaking her head. "I have to get her back Now, Blake," she told her teammate, holding out her hand. "We'll lose the trail if we wait any longer. So give me Crescent Rose and let's get going."

"It beat both you And Yang, Ruby," this time it was Weiss who spoke, "What makes you think you can kill it and save her?"

"It caught both of us off guard. Even after seeing it beat Yang, I still underestimated it. That won't happen again. Besides," Ruby flicked her determined, silver gaze in between her friends, "I have you guys to back me up, right?"

Once again Weiss and Blake exchanged glances, before the former handed Ruby's beloved scythe back to her, a grin lighting on the younger Huntress' face as she felt the familiar weight of the weapon in her hands.

"Yeah, this is all very inspiring and heart-touching and all that," the paramedic interrupted, looking a little annoyed at having been ignored, "but you're not going anywhere until I make sure you're physically Ok."

"Oh, right. Sorry," came Ruby's embarrassed reply as she turned her attention to the medic, whose buddy was leaning against the ambulance and laughing at his partner.

Two agonizingly slow minutes later, the medic was finally done. "Well, you don't seem to be hurt too badly, but I'd recommend that you take it easy for a couple of days," he told her, before giving her a flat stare, "But you're not going to listen to me, so I'll probably be seeing you real soon." Before the young Huntress could reply, the paramedic was walking briskly back to his ambulance, where he proceeded to sock his friend in the arm before getting into the ambulance and driving away.

Ruby turned back to her two teammates, both of which were glaring at the retreating ambulance. "So, let's go?"

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The Beowolf walked into the clearing with the blonde slung over its shoulder, and immediately drew the attention of all of the other Grimm in the area. Grimm of all ages got up from where they had been lounging about at the sight of a human in their midst. All of them glared hatefully at the blonde, but none of them moved towards her and the black-eyed Beowolf. The glare he sent at his pack was enough to dissuade them from trying for now, but he knew it wouldn't last. Not with him injured like he was.

He walked through the clearing with his head held high, daring the younger Grimm to make a move. The older ones, even those much larger than him, didn't seem as eager to attack him and his prey. He knew they were only waiting for a right time to strike and he welcomed it. It had been over a month since he had killed one of his pack mates; they might start trying to retake the pack from him.

Months ago, nearly a year now, he had come across a large pack of Grimm. Beowolves, to be specific. They had smelled something off about him, something not wholly Grimm, just as they smelled it now. Back then, he had had to greatly reduce the pack's size, including the previous Alpha, before they allowed him among their ranks. Over the months the alien smell had left him and they no longer bothered him.

'I'm starting to think my excursion into the city might've been a bad idea', he mused to himself as he walked up to his rock which overlooked the clearing. He set the girl down on the rock and roared a challenge at his pack. A few of the younger Grimm looked like they wanted to attack his prey, but the oldest of the Beowolves sliced it out of them.

Nodding his thanks to the most loyal, and intelligent, of his pack he set back out into his forest to prepare for his guests.

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When Ruby and her team arrived at Forever Fall, they were surprised to find a trail. It was not a man-made trail, but one carved into the trees by something big with sharp claws. A Beowolf, likely The Beowolf, had marked a path for Team RWBY by scratching every few trees in a clear path for them, starting from the beginning of the forest and going farther in than they could see. The remaining teammates looked at each other before simultaneously drawing their weapons.

"I'm beginning to think this is a trap," Weiss stated as her eyes flickered around the forest.

"We can handle it," Ruby replied, sounding more confident than she actually felt. Either way, they had to go into the forest; the longer the Beowolf had Yang, the more likely it was to kill her. "Let's go."

As they ran through the forest, always following the path the Beowolf had left for them, they couldn't help but notice how quiet the red forest was. There was no sound of life, as though all the animals in the forest were collectively holding their breath, and it got to Ruby and her team. They had all read thriller books where the entire forest got silent in the face of a powerful predator, but none of them expected it to actually happen.

They soon found out the reason for the silence as they could not see _any_ kind of life. There were no Grimm that they could see, no big normal predators that would warrant such complete silence. It was as though someone had called for every living thing to leave, and every living thing had obeyed. All except them.

Ruby refused to let that thought get to her, and refused to acknowledge the chill currently going down her spine, as they continued to walk on. The forest was getting darker as the day crawled away, and Ruby could just barely see the outline of the fractured moon as it rose in the sky through the red canopy. It added a primal layer of fear that Ruby couldn't get rid of as the forest got ever darker. The forest at night was no place for human beings, and they had long since moved into the sheltered safety of their cities to avoid one of their oldest fears.

Shaking her head to clear it of such depressing thoughts, Ruby finally noticed that they had come to a small clearing in the woods. And there, scratched on three different trees going in three different directions, was the mark the Beowolf had so carefully had them follow.

Ruby turned around with a grim face to look at her equally stunned and worried teammates. "It wants to split us up."

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**Yay, cliff hanger! **

**Thanks to everyone who read this, and especially thanks to Kane for reviewing. I'll be honest, I thought of scrapping this when I saw how little attention it was getting. That and I didn't know how to progress the story past chapter one. But Kane's review actually gave me enough ideas to last me a couple of chapters, so thank you again, Kane!**

**I'll begin writing chapter three as soon as I have the second chapter for Assassin's Creed: Guardian out, so until next time, later!**

**Foxtrot Agent 21, signing out.**


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